To,
The Members,
Prabhat Technologies (India) Limited
The Resolution Professional presents to the Members the Seventeenth Annual Report of
the Company together with the Director's Report, Audited Standalone and Consolidated
Financial Statements and Auditor's Report for the year ended March 31, 2024.
The members are hereby informed that pursuant to the order dated October 10, 2019, of
the Hon'ble National Company Law Tribunal - Mumbai Bench, at Mumbai (NCLT
Order), Corporate Insolvency Resolution Process (CIRP) has been
initiated for the Company in accordance with the provisions of the Insolvency and
Bankruptcy Code, 2016, (the Code) and related rules and regulations issued
thereunder. Mr. Rajendra K. Bhuta, having Registration No.
(IBBI/IPA-001/IP-P00141/2017-18/10305) was appointed as Interim Resolution Professional
(IRP) and was subsequently appointed as the Resolution Professional
(RP) in terms of the NCLT Order.
Members are further informed that pursuant to Section 17 of the Code, the powers of
Board of Directors of the Company stand suspended effective from the CIRP commencement
date and such powers along with the management of affairs of the Company are vested with
the Resolution Professional, viz., Mr. Rajendra K. Bhuta.
1. FINANCIAL RESULTS:
A Summary of the Company's financial performance as per the financial statements
prepared according to the Ind AS for the FY 2023-24 as compared to the previous financial
year is given below:
(Figures in lakhs except EPS)
Particulars |
Standalone |
Consolidated |
Financial Year |
2023-24 |
2022-23 |
2023-24 |
2022-23 |
Revenue from operations (Net) |
154.59 |
176.38 |
655.47 |
179.87 |
Other Income |
79.70 |
88.76 |
79.70 |
88.81 |
Total Income |
234.30 |
265.14 |
735.18 |
268.68 |
Depreciation & Amortization |
46.06 |
43.47 |
47.42 |
45.17 |
Finance Cost |
0.05 |
- |
13.22 |
9.41 |
Other Expenses |
249.85 |
300.33 |
787.85 |
390.93 |
Extraordinary Items |
- |
- |
- |
- |
Profit/Loss After Depreciation & Interest & Extraordinary
Items |
(61.66) |
(78.66) |
(113.31) |
(176.83) |
Provision for Tax |
- |
- |
|
|
Deferred Tax |
32.53 |
41.09 |
45.59 |
41.09 |
Profit After Tax |
(29.13) |
(37.57) |
(67.72) |
(135.74) |
EPS
(Basic and diluted) |
(0.27) |
(0.35) |
(0.63) |
(1.27) |
Note:
The RP approved these financial results only to the limited extent of discharging
powers of Board of Directors of the Company conferred on him in terms of Section 17 of the
Code. The Statutory Audit for the quarter and year ended on March 31, 2024, as required
under Regulation 33 of SEBI (Listing Obligation and Disclosure requirements) Regulation
2015 (SEBI LODR), has been carried out by Statutory Auditors of the Company.
2. RESULTS OF OPERATIONS:
As per Consolidated Financial Statements, the Company earned a total income of Rs.
735.18 Lakhs during the Financial Year 2023-24, as compared to the total income of Rs.
268.68 Lakhs earned in the previous Financial Year 2022-23. The Company's net loss for the
financial year ended March 31, 2024, stood at Rs. 67.72 lakhs as against the net loss of
Rs. 135.74 lakhs in the previous year.
The Standalone Financial Statements of the Company states that, the Company earned a
total income of Rs. 234.30 Lakhs during the Financial Year 2023-24, as compared to the
total income of Rs 265.14 Lakhs earned in the previous Financial Year 2022-23. The
Company's net loss for the Financial Year ended March 31, 2024 stood at Rs. 29.13 Lakhs as
against the net loss of Rs. 37.57 Lakhs in the previous year.
3. STATE OF COMPANY'S AFFAIRS:
As stated above, pursuant to the order dated October 10, 2019, of the NCLT, CIRP has
been initiated for the Company in accordance with the provisions of the Insolvency and
Bankruptcy Code, 2016 and related rules and regulations issued thereunder. Mr. Rajendra K.
Bhuta, having registration no. IBBI/IPA-001/IP-P00141/2017-18/10305 was appointed as the
IRP with effect from October 10, 2019 in terms of the NCLT Order and the powers of the
board of directors has been suspended and the same are exercisable by Mr. R.K. Bhuta, the
RP pursuant to Section 17 of the Code.
Further, the Hon'ble National Company Law Tribunal in its order dated January 9, 2024
ordered liquidation of the Company pursuant to which the Company has filed an appeal in
the Hon'ble National Company Law Appeallant Tribunal (NCLAT). The further proceedings of
Corporate Insolvency Resolution Process (CIRP) is carried on by NCLAT.
4. SHARE CAPITAL:
The Authorized Share Capital of the Company is Rs. 12,00,00,000/- and the paid-up share
capital of the Company is Rs. 10,70,62,770/-. There was no change in the share capital of
the Company during the year under review.
5. TRANSFER TO RESERVE AND SURPLUS:
There was no transfer to general reserve and surplus during the year ended March 31,
2024.
6. CHANGE IN THE NATURE OF THE BUSINESS:
During the year under review, there has been no change in the nature of the business of
the Company.
Page 2 of90
7. CHANGE IN THE NAME OF THE COMPANY:
During the year under review, there was no change in the name of the Company.
8. DIVIDEND:
With a view of losses to the Company, your Board have not recommended any dividend for
the Financial Year 2023-24.
9. TRANSFER TO THE INVESTOR EDUCTION AND PROTECTION FUND:
There are no underlying shares for which dividend has remained unpaid or unclaimed for
a consecutive period of seven years. Therefore, there is no transfer of the same to the
Investor Education Protection Fund.
10. PUBLIC DEPOSITS:
The Company has not accepted any public deposits during the Financial Year 2023-24.
11. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
Sr.
No. |
Name and address of the Company |
CIN / GLN |
Holding/ Subsidiary
/
Associate |
% of shar ehol ding |
Appli cable
Sectio
n |
1. |
Prabhatech Global Industries Private Limited |
U32302MH2018PTC3093 77 |
Subsidiary |
100 |
2(87) |
2. |
Prabhat Telecoms Hong Kong Limited* |
- |
Subsidiary |
100 |
2(87) |
*Prabhat Telecoms Hong Kong Limited is a Defunct Company.
There are no Companies/ Body Corporate which have become or ceased to be subsidiary/
Joint Venture/ Associate during the Financial Year 2023-24.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013
(Act) read with the Companies (Accounts) Rules, 2014, a statement containing
salient features of financial statements of subsidiaries and joint venture companies in Form
AOC- 1 and forms part of this report as Annexure-I". The separate
financial statements in respect of each of the subsidiary shall be kept open for
inspection at the Registered Office of the Company. The Company will also make available
these documents upon request by any Member of the Company interested in obtaining the
same.
The Company has formulated a Policy for determining Material Subsidiaries. The Policy
is put up on the Company's website at www.prabhatgroup.net.
12. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Particulars of loans, guarantees given and investments made during the year, as
required under Section 186 of the Act and Schedule V of the SEBI LODR, if any is provided
in the notes of the financial statements of the Company for the year ended March 31, 2024.
Page 3 of90
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of contracts or arrangements with related parties as prescribed in Form
No. AOC - 2 of the Companies (Accounts) Rules, 2014, is annexed to this report as Annexure
-II. Further, the details of the transactions with Related Party are provided in
the Company's financial statements in accordance with the Accounting Standards.
The policy on Related Party Transactions of the Company ensures proper approval and
reporting of the concerned transactions between the Company and its related parties, which
has been approved by the Board of Directors prior to the commencement of the CIRP and the
same is uploaded on the website of the Company viz. www.prabhatgroup.net.
14. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a. Directors
Pursuant to the commencement of the CIRP against your Company, the powers of the Board
of Directors stands suspended and the same are exercised by the RP, in accordance with the
provisions of the Code.
b. Key Managerial Personnel
During the period under review, Mr. Gunjan Jain was the Company Secretary and
Compliance Officer of the Company. However, he has tendered his resignation from the post
with effect from July 12, 2024.
Mr. Parag Rameshchandra Malde is the Chief Financial Officer of the Company.
15. INDEPENDENT DIRECTOR'S MEETING:
Not applicable, as the Company is in CIRP during the period under review.
16. DECLARATION BY INDEPENDENT DIRECTOR:
Not applicable, as the Company is in CIRP during the period under review.
17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
Not applicable, as the Company is in CIRP during the period under review.
18. REGISTRATION WITH INDEPENDENT DIRECTORS DATABANK:
Not applicable, as the Company is in CIRP during the period under review.
19. MEETINGS OF BOARD OF DIRECTORS AND INSOLVENCY RESOLUTION PROFESSIONAL:
As stated above, Members are informed that pursuant to Section 17 of the Code, the
powers of Board of Directors of the Company stands suspended w.e.f. October 10, 2019, such
powers along with the management of affairs of the Company are vested with the Resolution
professional, viz., Mr. Rajendra K. Bhuta and no Board Meetings with the presence of Board
of Directors were held thereafter.
During the year under review, the Company had total of 6 meetings chaired by RP which
was held on May 22, 2023, August 7, 2023, September 5, 2023, November 8, 2023, February 2,
2024 and February 12, 2024.
Mr. Parag Rameshchandra Malde, Chief Financial Officer and Mr. Rajendra K. Bhuta,
Insolvency Resolution Professional of the Company have attended all the meetings.
20. BOARD COMMITTEES:
As stated above, Members are informed that pursuant to Section 17 of the Code, the
powers of Board of Directors of the Company stand suspended with effect from October 10,
2019, such powers along with the management of affairs of the Company are vested with the
Resolution professional, viz., Mr. Rajendra K. Bhuta and no Committee Meetings were held
thereafter.
21. BOARD EVALUATION:
Not applicable, as the Company is in CIRP during the period under review.
22. NOMINATION AND REMUNERATION POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
Not applicable, as the Company is in CIRP during the period under review.
23. AUDITORS:
A. Statutory Auditors and it's Report:
Pursuant to the provisions of Section 139 of the Act and rules made thereunder, M/s.
Harish Arora & Associates, Chartered Accountants, (Firm Registration No. 015226C) were
appointed as the Statutory Auditor of the Company at the 12th AGM of the
Company, for a period of five (5) consecutive years from the conclusion of 12th
AGM till the conclusion of the 17th AGM of the Company, on such remuneration as
may be mutually agreed between the Board (Resolution Professional) and the Auditors plus
out of pocket expenses as may be incurred.
However, the tenure of the Statutory Auditor has expired and since the company is under
Corporate Insolvency Resolution Process (CIRP), the new auditor can be
appointed by Committee of Creditors (COC).
During the proceedings, one of the Financial Creditors raised the objection to the
resolution plan before the Hon'ble National Company Law Tribunal (NCLT), Mumbai and
pleaded to withdraw the Resolution Plan. Subsequently, NCLT Mumbai ordered for liquidation
of the Corporate Debtor.
Further, a Financial Creditor filed an appeal against the Liquidation order before The
Hon'ble National Company Law Appellant Tribunal (NCLAT). The NCLAT vide its
order dated 29th January 2024 stayed the Liquidation Order. The further
proceedings is carried on by NCLAT and the next date for outcome of appeal is October 18,
2024.
In view of these developments, the COC will appoint the new auditor after the outcome
of the next hearing.
The Auditors' Report annexed to the financial statement for the year under review
contain a qualified Opinion.
Qualification on Auditors' Report:
i. Auditors' Qualification:
As per notes mentioned in the Financial Results which states that the Company has
recognized Non-Sustainable Debt pursuant to CIRP as part of Reserves on the basis of the
decision taken as part of COC resolution meeting, approved by 98.15% COC Members through
vote. This adjustment is considered as per COC Committee and is recognized in the
financial results. However, such transactions are subject to NCLT approval and should have
been acknowledged on duly confirmation/acceptance from the NCLT court.
ii. Management opinion:
Under the CIRP, a resolution plan was submitted for the consideration of Committee
(COC), e-voting has taken place after 9th CoC Meeting, the RP has placed on
record the results of Evoting and informed the Members and Shareholders that Resolution
has been approved with 98.15% votes in favour of resolution plan. The said resolution plan
filed for approval of National Company Law Tribunal (NCLT), Mumbai Bench for its approval
vide order dated November 08, 2020.
In Auditors opinon, such transactions are subject to NCLT approval and should have been
acknowledged on duly confirmation/acceptance from the NCLT court. Management believes that
the aforesaid adjustment is important and could impact the decision of the reader of the
Financial Statement.
B. Internal Auditors:
The Corporate Debtor is under Insolvency and due to cost constraints and Cash Flow
issues, RP has delayed the process of appointing Internal Auditor.
C. Secretarial Auditors:
In compliance with the provisions of Section 204 of the Act, Rule 9 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had
appointed M/s. NVB & Associates, Practicing Company Secretaries (Membership No: 12268;
CP No. 16069) as the Secretarial Auditor to conduct the Secretarial audit of the Company
for the Financial year 202425.
The Secretarial Audit Report for the Financial Year 2023-24 forms part of the Annual
Report in "Annexure III". The Secretarial Audit report for the current
year is selfexplanatory, therefore does not require any further explanation.
24. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT:
The Statutory Auditor and Secretarial Auditor of your Company have not reported any
frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the
Act including rules made thereunder.
25. CORPORATE SOCIAL RESPONSIBILITY TCSR1:
The provisions of the CSR expenditure and Composition of Committee, as provided in
Section 135 of the Act is not applicable to the Company.
26. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:
As per regulation 15(2A) and (2B) of SEBI LODR, the provisions as specified in
Regulation 17 to 21 of SEBI LODR are not applicable during the Corporate Insolvency
Resolution Process in respect of a listed entity which is undergoing Corporate Insolvency
Resolution Process under the Insolvency Code. Hence, Managerial Remuneration and
Particulars of Employees is not applicable to the Company during the period under review.
27. ANNUAL RETURN:
As required under section 92(3) of the Act and rules framed thereunder and amended from
time to time, the Annual Return of the Company in prescribed Form MGT-7 is available on
the website of the Company i.e. at www.prabhatgroup.net.
28. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 the details of Conservation of Energy and Technology
Absorption are as follows:
A. CONSERVATION OF ENERGY
a. Major energy conservation measures taken during the year:
The Company has taken adequate measures to conserve energy by continuous monitoring and
effective use of energy, which is a continuous process.
b. Additional investment and proposals, if any, being implemented for reduction of
consumption of energy:
No additional investment proposed.
c. Impact of measures at (a) and (b) above for reduction of energy consumption and
consequent impact on the cost of production of goods:
Since it is continuous process of monitoring and usage, the impact is not quantifiable.
d. During the year Company has taken following measure for optimisation of
electricity: (Amount in Lakhs)
|
|
2023-24 |
2022-2023 |
|
Total Electricity Expenses |
5.58 |
5.63 |
B. TECHNOLOGY ABSORPTION:
Particulars with respect to technology absorption are given below:
a. Research and Development (R & D)
i. Specific areas in which R & D carried out by the Company: The Company has
not carried out any research and development activities during the period under review.
ii. Benefits derived as a result of the above R & D: Not Applicable
iii. Future plan of Action: NIL
iv. Expenditure on R & D.: NIL
b. Technology absorption, adoption and innovations: NIL
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company does not have any Foreign exchange earnings / expenses during the year
under review and therefore the information in respect of Foreign Exchange Earnings and
Outgo as required by Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is not provided.
29. SECRETARIAL STANDARDS:
During the year under review, the Company has complied with the applicable provisions
of Secretarial Standards issued by The Institute of Company Secretaries of India.
30. COMPLIANCE CERTIFICATE FROM THE PRACTICING COMPANY SECRETARIES REGARDING COMPLIANCE
OF CONDITIONS OF CORPORATE GOVERNANCE:
As per regulation 15(2A) and (2B) of SEBI LODR, the provisions as specified in
Regulation 17 to 21 of SEBI LODR are not applicable during the Insolvency resolution
process period in respect of a listed entity which is undergoing Corporate Insolvency
Resolution Process under the Insolvency Code. Hence, compliance certificate from the
practicing company secretaries regarding compliance of conditions of corporate governance
is not applicable to the Company during the period under review.
31. INTERNAL CONTROL AND ITS ADEQUACY:
The Company has a well-placed, proper and adequate internal financial control system
which ensures that all assets are safeguarded and protected and that the transactions are
authorized recorded and reported correctly. The Company's internal financial control
system also comprises due compliances with Company's policies and Standard Operating
Procedures (SOPs).
32. RISK MANAGEMENT POLICY:
The Board of the Company had, prior to commencement of the CIRP, laid down a Risk
Management framework to identify, measure, mitigate and articulate business risk and
opportunities. This framework seeks to create transparenc, minimize adverse impact on the
business objective and enhance the Company's competitive advantage. This risk management
framework helps in managing market, credit and operations risks.
33. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No specific material changes and commitments affecting the financial position of your
Company have occurred between the end of the financial year under review, i.e. March 31,
2024 and the date of this Report.
34. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company had, prior to the commencement of the CIRP, put in place a Vigil
Mechanism/Whistle Blower Policy in terms of the provisions of Act and the SEBI LODR, to
provide a formal mechanism to the Directors and employees of the Company to report their
genuine concerns and grievances about unethical behaviour, actual or suspected fraud or
violation of the Company's Code of Conduct or Ethics. The details of establishment of
Vigil Mechanism / Whistle Blower Policy are posted on the website of the Company at
www.prabhatgroup.net.
No employee has been denied access to the Resolution Professional and that no
complaints were received during the year and the Resolution Professional has relied on
such representation.
35. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:
As per SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of the
Company had, prior to commencement of the CIRP, laid down a Code of Conduct for
Prohibition of Insider Trading. The Code is applicable to Promoters and Promoter's Group,
such Designated Employees who are expected to have access to price sensitive information
relating to the Company. The details of establishment of Code of Conduct for Prevention of
Insider Trading SEBI (PIT) Regulation, 2015, are posted on the website of the Company at
www.prabhatgroup.net.
36. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT THE
WORKPLACE:
Your Company has always believed in providing a safe and harassment free workplace for
every women employee working with your Company. Your Company always endeavors to create
and provide an environment that is free from discrimination and harassment including
sexual harassment.
Your Company has a zero tolerance for sexual harassment at workplace and, therefore has
in place a policy on prevention of sexual harassment at workplace. The said policy is in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made thereunder.
The Company's policy on the same is placed on the Company's website at
www.prabhatgroup.net.
37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
In terms of the order dated October 10, 2019 of the Hon'ble National Company Law
Tribunal - Mumbai Bench at Mumbai (NCLT Order), Corporate Insolvency
Resolution Process (CIRP) has been initiated against the Company in accordance
with the provisions of the Insolvency and Bankruptcy Code, 2016, (Code) and
related rules and regulations issued thereunder and had appointed Mr. Rajendra K. Bhuta
having Registration No. (IBBI/IPA-001/IP-P00141 /2017 /18/10305) as Insolvency Resolution
Professional vide its order dated October 10, 2019 to manage affairs of the Company in
accordance with the provisions of the Code.
The Committee of Creditors (CoC) had approved the resolution plan on October 27, 2020,
and the resolution plan was filed for approval of Hon'ble National Company Law Tribuna l
(NCLT), Mumbai Bench vide dated November 08, 2020. However, due to objection from a
financial creditor having majority voting power, the approval from Committee of Creditors
lapsed.
Further, Hon'ble National Company Law Tribunal vide its order dated January 9, 2024
ordered liquidation of the Company pursuant to which the trading of securities are
suspened. The Company had filed an appeal in Hon'ble National Company Law Appeallant
Tribunal (NCLAT). The further proceedings of Corporate Insolvency Resolution Process
(CIRP) is carried on by NCLAT.
To the best of our knowledge, during the year under review, the Company has not
received any other order from the Regulators, Courts or Tribunals which may impact the
Going Concern status or the Company's operations in future and that the Company has
complied with all the requirements of the Listing Regulations with the Stock Exchanges as
well as regulations and guidelines of SEBI.
38. COST RECORDS AND COST AUDIT:
During the year under review, maintenance of cost records and requirements of cost
audit as prescribed under the provisions of Section 148 (1) of the Act is not applicable
for the business activities carried out by the Company.
39. POSTAL BALLOT:
During the year under review, no postal ballot was conducted by the Company.
40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As per regulation 15(2A) and (2B) of SEBI LODR, the provisions as specified in
Regulation 17 to 21 of SEBI LODR are not applicable during the Corporate Insolvency
Resolution Process in respect of a listed entity which is undergoing Corporate Insolvency
Resolution Process under the Insolvency Code. Hence, Management Discussion and Analysis
Report is not applicable to the Company during the period under review.
41. REPORT ON CORPORATE GOVERNANCE:
As per regulation 15(2A) and (2B) of SEBI LODR, the provisions as specified in
Regulation 17 to 21 of SEBI LODR are not applicable during the Corporate Insolvency
Resolution Process in respect of a listed entity which is undergoing Corporate Insolvency
Resolution
Process under the Insolvency Code. Hence, Management Discussion and Analysis Report is
not applicable to the Company during the period under review.
42. OTHERS:
It is stated that no disclosure or reporting is required in respect of the following
items as there were no transactions on these items during the year under review:
i. BUY BACK OF SECURITIES: The Company has not bought back any of its securities
during the year under review.
ii. SWEAT EQUITY: The Company has not issued any Sweat Equity Shares during the
year under review.
iii. BONUS SHARES: No Bonus Shares were issued during the year under review.
iv. EMPLOYEES STOCK OPTION PLAN: The Company has not provided any Stock Option
Scheme to the employees.
v. FURTHER / RIGHT ISSUE: The Company has not issued any Equity Shares during
the year under review through Private Placement or on rights basis.
43. DIRECTOR'S RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134 of the Act, the Resolution
professional confirms that:
i. In the preparation of annual accounts, the provisions of all applicable laws have
been followed and such systems were adequate and operating effectively for the financial
year ended March 31, 2024, the applicable accounting standards have also been followed;
ii. Accounting policies selected have been applied consistently. Reasonable and prudent
judgments and estimates have been made so as to give a true and fair view of the State of
affairs of the Company as at March 31, 2024, and of the profit and loss of the Company for
the year ended March 31, 2024;
iii. Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
iv. The annual accounts of the Company have been prepared on a going concern basis;
v. The Internal financial controls have been laid down to be followed by the Company
and such internal financial controls are adequate and operating effectively;
vi. Proper systems have been devised to ensure compliance effectively.
44. APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE.
2016:
The Committee of Creditors (CoC) had approved the resolution plan on October 27, 2020,
and the resolution plan was filed for approval of the Hon'ble National Company Law
Tribunal (NCLT), Mumbai Bench on November 08, 2020. However, due to objection from
a financial creditor holding majority voting power, the approval from Committee of
Creditors lapsed.
Further, Hon'ble National Company Law Tribunal vide its order dated January 9, 2024
ordered liquidation of the Company pursuant to which the Company has filed an appeal in
Hon'ble National Company Law Appeallant Tribunal (NCLAT). The further proceedings of
Corporate Insolvency Resolution Process (CIRP) is carried on by NCLAT.
The said resolution plan is however pending for approval before the Hon'ble National
Company Law Tribunal (NCLT), Mumbai Bench whereas the Company's matter is inadvertently
pushed to the next hearing as mentioned below:
Sr. no. |
Date of hearing at NCLT during the year under review |
| 1. |
May 10, 2023 |
| 2. |
June 12, 2023 |
| 3. |
June 22, 2023 |
| 4. |
July 24, 2023 |
| 5. |
August 24, 2023 |
| 6. |
September 04, 2023 |
| 7. |
October 04, 2023 |
| 8. |
October 19, 2023 |
| 9. |
November 1, 2023 |
| 10. |
November 23, 2023 |
| 11. |
December 19, 2023 |
| 12. |
January 9, 2024 |
| 13. |
January 18, 2024 |
| 1. |
January 30, 2024 |
| 2. |
February 6, 2024 |
45. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
Resolution Plan has been put forth by the existing promoter however the same is yet to
be approved by the Hon'ble Tribunal
46. IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING. THE DIRECTORS REPORT SHALL
EXPLAIN THE REASON THEREOF:
The securities are suspended from trading w.e.f. January 20, 2024 due to Procedural
reasons.
47. ACKNOWLEDGEMENT:
Your Company takes this opportunity to express deep and sincere gratitude to all the
stakeholders of the Company.
|
For Prabhat Technologies (India) Limited |
|
(Company under Corporate Insolvency |
|
Resolution Process) |
|
Sd/- |
|
Rajendra K. Bhuta |
|
Resolution Professional |
Registered Office: |
IBBI/IPA-001/IP-P00141/2017 |
402, Western Edge I, |
/18/10305 |
Kanakia Spaces, Western Express |
|
Highway, |
|
Borivali (East), Mumbai 400 066 |
|
Place: Mumbai |
|
Date: September 2, 2024 |
|
|